ZOOZ Power Ltd美股招股说明书(2025-01-28版)

ZOOZ Power Ltd. Nasdaq: ZOOZ; ZOOZW This prospectus relates to the offer and sale, from time to time, by YA II PN, Ltd., a Cayman Islandsexempt limited partnership, or Yorkville, of (i) up to $12,000,000 of our ordinary shares, par value NIS 0.00286 pershare, or the ZOOZ ordinary shares, and such $12,000,000 of ZOOZ ordinary shares, the Advance Shares, that wemay issue from time to time, in one or more transactions in amounts, at prices, and on terms that will be determinedat the time these securities are offered pursuant to the Standby Equity Purchase Agreement, dated November 11,2024, or the SEPA, that we have entered into with Yorkville, pursuant to which we have the right, but not theobligation, to sell and issue to Yorkville from time to time during the two-year period following the execution dateof the SEPA, the Advance Shares in accordance with the terms of the SEPA and (ii) 39,381 ZOOZ ordinary sharespreviously issued to Yorkville as consideration for its irrevocable commitment to subscribe for the Advance Shares.See “Prospectus Summary—Standby Equity Purchase Agreement with Yorkville” for a description of the SEPA.For the purposes of this prospectus, we are registering for resale a total of 4,937,340 ZOOZ ordinary shares, whichincludes 4,897,959 ZOOZ ordinary shares at an assumed offering price of $2.45 per ZOOZ ordinary share, whichwas the closing price of the ZOOZ ordinary shares on the Nasdaq on December 31, 2024, and 39,381 ZOOZordinary shares detailed in section (ii) above. Yorkville is an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act of 1933, asamended (the “Securities Act”). Yorkville may offer and sell the securities covered by this prospectus in a numberof different ways and at varying prices. If any underwriters, dealers or agents are involved in the sale of any of thesecurities, their names and any applicable purchase price, fee, commission or discount arrangement between oramong them will be set forth, or will be calculable from the information set forth, in any applicable prospectussupplement. See the sections of this prospectus titled “Plan of Distribution” for more information. No securities maybe sold without delivery of this prospectus and any applicable prospectus supplement describing the method andterms of the offering of such securities. You should carefully read this prospectus and any applicable prospectussupplement before you invest in our securities. The ZOOZ ordinary shares and public warrants are traded on Nasdaq under the symbols “ZOOZ” and“ZOOZW,” respectively. We are a “foreign private issuer,” and an “emerging growth company” each as defined under theU.S. federal securities laws, and, as such, we are subject to reduced public company reporting requirementsin the United States. See the section entitled “Prospectus Summary — Implications of Being an EmergingGrowth Company and a Foreign Private Issuer” for additional information. Investing in ZOOZ ordinary shares and/or public warrants involves a high degree of risk. Youshould purchase ZOOZ ordinary shares and/or public warrants only if you can afford to lose your entireinvestment. See “Risk Factors,” which begins on page8. Neither the U.S. Securities and Exchange Commission nor any state securities commission hasapproved or disapproved of these securities or determined whether this prospectus is truthful or complete.Any representation to the contrary is a criminal offense. The date of this Prospectus is January 28, 2025 TABLE OF CONTENTS PageAbout This Prospectus1Functional and Reporting Currency2Industry and Market Data2Trademarks, Trade Names and Service Marks2Prospectus Summary3Risk Factors8Cautionary Note Regarding Forward-Looking Statements49Use of Proceeds50Capitalization51Selling Shareholders52Plan of Distribution53Management’s Discussion and Analysis of Financial Condition and Result of Operations54Business69Management106Description of Ordinary Shares118Beneficial Ownership of Securities125Certain Relationships and Related Party Transactions128Certain Material U.S Federal Income Tax Considerations128Material Israeli Tax Considerations135Expenses Related To This Offering141Legal Matters141Experts141Where You Can Find Additional Information142Index to Financial StatementsF-1i ABOUT THIS PROSPECTUS This prospectus forms part of a registration statement on Form F-1 filed by ZOOZ with the U.S. Securitiesand Exchange Commission (the “SEC”). Unless otherwise indicated or the context otherwise requires, all references in this prospectus to the terms“ZOOZ,” the “Company,” “us,” “we” and words of like import refer to ZOOZ Power Ltd., together with itssubsidiaries. All references in this prospectus to “Keyarch” refer to Keyarch Acquisition Corporation. This prospectus describes the terms of this offering of the ZOOZ ordinary shares, and also adds, updatesand changes information contained in the exhibits incorporated herein by reference. You should read this prospectus,including th